(c) LESSEE CONTROLLED CONTESTS: For the purposes of this Clause 5,
 the words "Lessee Controlled Contest" means a contest pursuant
 to this Clause 5.12 involving only Indemnified Taxes, provided
 that (i) such contest may be conducted under applicable law in
 the name of Lessee and participation by a Tax Indemnitee in
 the contest is not required, (ii) no tax return of a Tax
 Indemnitee is held open with respect to which such Tax
 Indemnitee may reasonably be considered to have an actual or
 potential liability for Taxes that are not Indemnified Taxes,
 and (iii) no Tax Indemnitee shall then be contesting the same
 Tax in the same jurisdiction. Lessee shall, at its expense,
 conduct and control any Lessee Controlled Contest and, in the
 case of any contest involving a claim for one or more
 Indemnified Taxes and a claim for one or more Lessor Taxes,
 conduct and control such contest to the extent that it relates
 to claims for Indemnified Taxes, but only to the extent that
 the contest of the claims for Indemnified Taxes may be and are
 severed from the contest of claims for Lessor Taxes (and
 Lessor shall, at the request and expense of Lessee, use
 reasonable efforts in good faith to obtain such severance),
 provided, however, that in no event shall the Lessee be
 permitted, or a Tax Indemnitee be required, to take any action
 pursuant to this Clause 5.12 unless (and only so long as) the
 conditions described in clause 5.12(b) are satisfied. With
 respect to any contest conducted by the Lessee, the Lessee
 shall retain control over such contest but shall consult in
 good faith with Lessor and shall consider in good faith